<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ON MAY 5, 2000
To Shareholders of OshKosh B'Gosh, Inc.
The annual meeting of shareholders of OshKosh B'Gosh, Inc. (the "Company"),
will be held at the OshKosh B'Gosh store, Prime Outlet Center, 3001 South
Washburn Street, Oshkosh, Wisconsin on May 5, 2000 at 9:00 a.m., to consider and
act upon the following matters:
1. The election of a Board of nine Directors.
2. A proposal to amend the 1994 Incentive Stock Plan to specify, with
respect to grants of restricted stock, that the performance goals
used by the compensation committee shall be based on (a) the
amount of consolidated operating income expressed as a percentage
of net sales, (b) the return on net assets of the Company and any
subsidiary, and/or (c) any other conditions, restrictions and
contingencies as the compensation committee may determine.
3. The transaction of such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The close of business on March 16, 2000, is the record date for the meeting
and only shareholders of record at that time will be entitled to notice of and
to vote at the meeting or any adjournment or adjournments thereof.
Your attention is called to the Proxy Statement accompanying this Notice
for a more complete statement regarding the matters to be acted upon at the
meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND
THE 1994 INCENTIVE STOCK PLAN AND "FOR" THE ELECTION OF ALL NOMINEES.
Steven R. Duback,
Secretary
Oshkosh, Wisconsin
March 28, 2000
To aid in the early preparation of a record relative to those voting by Proxy,
please indicate your voting directions, sign and date the enclosed Proxy and
return it promptly in the enclosed envelope. If you should be present at the
meeting and desire to vote in person or for any other reason desire to revoke
your Proxy, you may do so at any time before it is voted. If you receive both a
Class A Proxy and a Class B Proxy, please sign both and return both.
<PAGE> 3
PROXY STATEMENT
OSHKOSH B'GOSH, INC.
112 OTTER AVENUE
OSHKOSH, WISCONSIN 54901
(920) 231-8800
SOLICITATION AND VOTING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of OshKosh B'Gosh, Inc. (the "Company") for
the annual meeting of shareholders to be held at 9:00 a.m. on Friday, May 5,
2000. Shares represented by properly executed proxies received by the Company
will be voted at the meeting or any adjournment thereof in accordance with the
terms of such proxies, unless revoked. Proxies may be revoked at any time prior
to the voting thereof either by written notice filed with the Secretary or
Acting Secretary of the meeting or by oral notice to the presiding officers
during the meeting.
The record date for the meeting is the close of business on March 16, 2000.
At that date, there were 10,361,239 shares of Class A Common Stock and 2,240,555
shares of Class B Common Stock outstanding. Each share of Class A Common Stock
entitles its holder to one vote for the election of each of two directors. Each
share of Class B Common Stock entitles its holder to one vote concerning the
proposal to amend the 1994 Incentive Stock Plan and one vote for the election of
each of seven directors. Each share of Class B Common Stock also entitles its
holder to one vote concerning all other matters properly coming before the
meeting. Any shareholder entitled to vote may vote either in person or by duly
authorized proxy.
A majority of the shares of each class, represented in person or by proxy,
constitutes a quorum. Directors to be elected by each class shall be elected by
a plurality of the votes of the shares of that class present in person or
represented by proxy at the meeting. "Plurality" means that the individuals who
receive the largest number of votes are elected as directors up to the maximum
number of directors to be chosen at the meeting. In all other matters, including
the proposal to amend the 1994 Incentive Stock Plan, the affirmative vote of the
majority of the shares of Class B Common Stock present in person or represented
by proxy at the meeting will be the act of the shareholders; holders of Class A
Common Stock are not entitled to vote on the proposal to amend the 1994
Incentive Stock Plan or on other matters except as required by law.
The independent inspector shall count the votes and ballots. Abstentions
are considered as shares present and entitled to vote but are not counted as
affirmative votes cast on a given matter. As a result, abstentions will have no
effect with respect to the election of directors but will have the same effect
as a "no" vote on other matters. A broker or nominee holding shares registered
in its name, or in the name of its nominee, which are beneficially owned by
another person and for which it has not received instructions as to voting from
the beneficial owner has the discretion to vote the beneficial owner's shares
with respect to the election of directors but may not have discretion to do so
with respect to any other matters. Any broker or nominee "non-votes" with
respect to any matter will not be considered as shares entitled to vote on that
matter and will not be considered by the inspector when counting votes cast on
the matter. However, such broker "non-votes" will be counted for quorum purposes
if the proxy is voted by the broker with respect to the election of directors.
A majority of the shares of each class represented at the meeting, even if
less than a majority of the outstanding stock of either or both classes, may
adjourn the meeting from time to time without further notice.
Expenses in connection with the solicitation of proxies will be paid by the
Company. Upon request, the Company will reimburse brokers, dealers and banks or
their nominees, for reasonable expenses incurred in forwarding copies of the
proxy material and annual report to the beneficial owners of shares which such
persons hold of record. Solicitation of proxies will be made principally by
mail. Proxies may also be solicited in person, or by telephone or telegraph, by
officers and regular employees of the Company.
This proxy material is being mailed to shareholders commencing on or about
March 28, 2000.
1
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Class A Common Stock and Class B Common Stock by each
director, each nominee for director, each person known to own more than 5% of
either class of the Company's Common Stock, each executive officer named in the
Summary Compensation Table, and all directors and executive officers as a group.
The information is as of January 1, 2000, except regarding the vesting of
options (which is as of March 1, 2000) and as may otherwise be indicated.
Although shares of Class B Common Stock are convertible into Class A Common
Stock on a 1-for-1 basis, the Class A Common Stock disclosures do not include
shares that would be issuable upon such conversion. Except as indicated in the
footnotes such persons have sole voting and investment power of the shares
beneficially owned and disclaim beneficial ownership of shares held directly by
their spouses.
<TABLE>
<CAPTION>
SHARES OF CLASS A PERCENTAGE SHARES OF CLASS B PERCENTAGE
COMMON STOCK OF SHARES COMMON STOCK OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING BENEFICIALLY OWNED OUTSTANDING
------------------------------------ ------------------- ----------- ------------------- -----------
<S> <C> <C> <C> <C>
Banc One Corporation and subsidiaries,
including amounts owned as Trustee
of the Earl W. Wyman Trusts dated
February 17, 1960 as amended
("Earl W. Wyman Trusts")(1)(2).......... 948,878 9.2% *
100 East Broad Street
Columbus OH 43271-0251
Wellington Management Company, LLP,
and its subsidiary, Wellington Trust
Company, NA............................. 585,700 5.7% *
75 State Street
Boston, MA 02109
William F. Wyman(1)(3)(4)............... 20,260 0.2% 483,364 21.6%
1373 Waugoo Avenue
Oshkosh WI 54901
Thomas R. Hyde(1)(3)(5)................. 144,362 1.4% 219,884 9.8%
109 Chapin Parkway
Buffalo NY 14209
Thomas R. Wyman(1)(3)(6)................ 489,530 4.7% 289,188 12.9%
2896 Fond du Lac Road
Oshkosh WI 54901
Douglas W. Hyde(1)(3)(7)................ 318,496 3.0% 310,724 13.9%
3700 Edgewater Lane
Oshkosh WI 54901
Michael D. Wachtel(1)(3)(8)............. 315,939 3.0% 308,512 13.8%
1030 Washington Avenue
Oshkosh WI 54901
Joyce W. Hyde(1)(3)(9).................. 80,964 0.8% 125,908 5.6%
1234 Washington Avenue
Oshkosh WI 54901
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES OF CLASS A PERCENTAGE SHARES OF CLASS B PERCENTAGE
COMMON STOCK OF SHARES COMMON STOCK OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING BENEFICIALLY OWNED OUTSTANDING
------------------------------------ ------------------- ----------- ------------------- -----------
<S> <C> <C> <C> <C>
Steven R. Duback(10).................... 24,370 0.2% 0 --
3212 North Summit Avenue
Milwaukee WI 53211
Orren J. Bradley(11).................... 13,626 0.1% 138 --
925 East Wells Street, Apt. 216
Milwaukee WI 53202
Jerry M. Hiegel(13)..................... 22,000 0.2% 0 --
One South Pinckney Street
Suite 333
Madison WI 53703
David L. Omachinski(12)................. 92,150 0.9% 0 --
1605 Maricopa Drive
Oshkosh WI 54904
Stig A. Kry(13)......................... 12,000 0.1% 0 --
333 East 68th Street
Apt. 2F
New York NY 10021
Shirley A. Dawe(13)..................... 12,000 0.1% 0 --
119 Crescent Road
Toronto, Ontario, Canada M4W 1T8
Barbara Widder-Lowry(14)................ 24,000 0.2% 0 --
1319 Bayshore Drive
Oshkosh WI 54901
Paul A. Lowry(14)....................... 18,250 0.2% 0 --
1319 Bayshore Drive
Oshkosh WI 54901
All Directors and Executive
Officers as a group
(17 persons)(15)...................... 965,141 8.9% 1,104,238 49.3%
</TABLE>
- ---------------
* Except for 220,720 shares of Class B Common Stock owned by Banc One as
Trustee of the Earl W. Wyman Trusts described in Note (1) below, the
Company does not have knowledge of the ownership of Class B Common Stock by
this entity.
(1) The Earl W. Wyman Trust for the benefit of the Wyman family beneficially
owns 365,000 shares of Class A Common Stock and 110,360 shares of Class B
Common Stock, or about 3.5% and 4.9%, respectively, of such stock
outstanding. Its beneficiaries are Thomas R. Wyman and his children
(William F. Wyman and Ann E. Wolf). The Earl W. Wyman Trust for the benefit
of the Hyde family beneficially owns 110,000 shares of Class A Common Stock
and 110,360 shares of Class B Common Stock, or about 1.1% and 4.9%
respectively, of such stock outstanding. Its beneficiaries are Joyce W.
Hyde and her children (Douglas W. Hyde, Thomas R. Hyde, and Margaret H.
Wachtel).
(2) The amounts shown are as reported on Schedules 13G of the persons
indicated. Bank One Corporation reported that it and its subsidiaries had
sole voting power with respect to all 948,878 shares of Class A Common
Stock they beneficially own, of which they have sole dispositive power with
respect to 902,678 shares and shares dispositive power with respect to the
other 46,200 shares. Wellington Management Company, LLP reported that it
did not have sole voting or dispositive power with respect to any shares of
Class A Common Stock, but that in its capacity as investment advisor it may
be deemed to share voting power with respect to 384,700 shares and to share
dispositive power with respect to 585,700 shares which are held of record
by its clients.
3
<PAGE> 6
(3) Thomas R. Wyman and Shirley F. Wyman are the parents of William F. Wyman
and Ann E. Wolf. Thomas R. Wyman is also the brother of Joyce W. Hyde.
Joyce W. Hyde and Charles F. Hyde are the parents of Douglas W. Hyde,
Thomas R. Hyde and Margaret H. Wachtel (who is the wife of Michael D.
Wachtel).
(4) William F. Wyman owns directly 6,000 shares of Class A Common Stock and
436,267 shares of Class B Common Stock, or approximately 0.1% and 19.5%,
respectively, of such stock outstanding. He also owns, as sole trustee of
three trusts created for the benefit of his children, 1,760 shares of Class
A Common Stock and 47,097 shares of Class B Common Stock. The amounts shown
in the table also include 12,500 shares of Class A Common Stock issuable
pursuant to the vested portion of employee stock options.
(5) Thomas R. Hyde owns directly 81,760 shares of Class A Common Stock and
189,032 shares of Class B Common Stock, or approximately 0.8% and 8.4%,
respectively, of such stock outstanding. He owns as sole trustee of two
trusts created for the benefit of his children 18,660 shares of Class A
Common Stock and 6,560 shares of Class B Common Stock. He has beneficial
ownership of 38,272 shares of Class A Common Stock and 24,292 shares of
Class B Common Stock held by him or his spouse as custodian for his minor
children, and he shares beneficial ownership of 5,270 shares of Class A
Common Stock held by his spouse. In addition, he shares beneficial
ownership as co-trustee with his parents, brother and sister of 400 shares
of Class A Common Stock held by the Hyde Family Charitable Fund.
(6) Thomas R. Wyman owns the shares listed as marital property with his wife,
Shirley F. Wyman.
(7) Douglas W. Hyde owns directly 57,500 shares of Class A Common Stock and
280,544 shares of Class B Common Stock, or approximately 0.6% and 12.5%,
respectively, of the total number of such shares outstanding. He also owns
as sole trustee of two trusts created for the benefit of his children
33,460 shares of Class A Common Stock and 6,560 shares of Class B Common
Stock. In addition, he shares beneficial ownership of 73,566 shares of
Class A Common Stock and 18,730 shares of Class B Common Stock owned
directly by his spouse, held by his spouse as trustee for the benefit of
his children, held by him as custodian for his minor children, and held by
the Hyde Family Charitable Fund, of which he and his parents, his brother
and his sister are trustees. The amounts shown in the table include 120,700
shares of Class A Common Stock issuable pursuant to the vested portion of
employee stock options. The amounts shown in the table also include 33,270
shares of Class A Common Stock and 4,890 shares of Class B Common Stock
owned by a trust of which he is the income beneficiary and his minor
daughter is the remainder beneficiary.
(8) Michael D. Wachtel owns directly 27,420 shares of Class A Common Stock and
3,420 shares of Class B Common Stock, or approximately 0.3% and 0.2%,
respectively, of the outstanding shares of each class. He owns an
additional 2,800 shares of Class A Common Stock and 20,236 shares of Class
B Common Stock as sole trustee of two trusts created for the benefit of his
children. In addition, he shares beneficial ownership of 126,597 shares of
Class A Common Stock and 220,130 shares of Class B Common Stock owned
directly by his spouse and held by his wife as custodian for their minor
children and 33,460 shares of Class A Common Stock and 6,560 shares of
Class B Common Stock owned by his spouse as sole trustee of two trusts
created for the benefit of their children and 400 shares of Class A Common
Stock held by the Hyde Family Charitable Fund, of which she and her parents
and brothers are trustees. The amounts shown in the table include 99,900
shares of Class A Common Stock issuable pursuant to the vested portion of
employee stock options. The amounts shown in the table also include 25,362
shares of Class A Common Stock and 58,166 shares of Class B Common Stock
owned by two trusts of which his spouse is the income beneficiary and his
minor children are remainder beneficiaries, respectively.
(9) Joyce W. Hyde and her husband own a total of 97,119 shares of Class A
Common Stock and 237,918 shares of Class B Common Stock, or about 0.9% and
10.6%, respectively, of the outstanding shares, all as marital property,
but she has sole or shared voting and dispositive power with respect to the
amounts shown in the table (i.e., shared voting and dispositive power with
respect to 3,206 shares of Class A Common Stock, including 400 shares of
Class A Common Stock held by the Hyde Family Charitable Fund, of which she,
her husband and her adult children are trustees, and sole voting and
dispositive power as to the remainder). Her husband has sole voting and
dispositive power with respect to 16,555
4
<PAGE> 7
shares of Class A Common Stock and 112,010 shares of Class B Common Stock.
The amounts shown in the table do not include the shares owned directly or
indirectly by their three adult children, as to which she disclaims
beneficial ownership.
(10) Steven R. Duback owns 2,370 shares of Class A Common Stock directly. The
amount shown in the table also includes 22,000 shares of Class A Common
Stock issuable pursuant to vested stock options.
(11) Orren J. Bradley owns 1,626 shares of Class A Common Stock directly. The
amount shown in the table also includes 12,000 shares of Class A Common
Stock issuable pursuant to vested stock options.
(12) David L. Omachinski owns 30,000 shares of Class A Common Stock directly
(including 25,000 shares owned jointly with his spouse). The amount shown
in the table also includes 62,150 shares of Class A Common Stock issuable
pursuant to the vested portion of employee stock options.
(13) The shares consist of Class A Common Stock issuable pursuant to vested
stock options.
(14) Barbara Widder-Lowry and Paul A. Lowry, who are spouses, beneficially own
24,000 shares and 18,250 shares of Class A Common Stock issuable to each of
them, respectively, pursuant to the vested portion of employee stock
options.
(15) The amounts shown in the table include 502,450 shares of Class A Common
Stock issuable to directors and executive officers pursuant to the vested
portions of stock options.
The descendants of Earl W. Wyman, their spouses and trusts of which they
are beneficiaries (the "Wyman/Hyde Group," including, among others, Thomas R.
Hyde, Joyce W. Hyde, Douglas W. Hyde, Michael D. Wachtel, Margaret H. Wachtel,
the Earl W. Wyman Trusts, Thomas R. Wyman and William F. Wyman) own a total of
1,629,501 shares of Class A Common Stock (approximately 15.7% of the outstanding
shares) and 2,070,310 shares of Class B Common Stock (approximately 92.4% of the
outstanding shares). Each member of the Wyman/Hyde Group is subject to a cross
purchase agreement pursuant to which his or her Class B Common Stock generally
may not be transferred except to a spouse or descendant (or a trust for their
benefit) unless the shares first have been offered to the other members of the
Wyman/Hyde Group.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
its executive officers and any person holding more than 10% of any class of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established and the Company is required to disclose in this Proxy Statement
any failure to file the reports on or before these dates not previously
reported. To the Company's knowledge, all of these filing requirements were
satisfied during 1999.
5
<PAGE> 8
DIRECTORS AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
Information regarding the nominees for whom the shares represented by
proxies will be voted for election as directors is set forth in the following
table. Proxies for Class A Common Stock will be voted to elect Orren J. Bradley
and Jerry M. Hiegel as directors, and proxies for Class B Common Stock will be
voted to elect Douglas W. Hyde, Michael D. Wachtel, William F. Wyman, Steven R.
Duback, David L. Omachinski, Stig A. Kry and Shirley A. Dawe, as directors. In
the unforeseen event that any nominee will be unable or unwilling to serve,
proxies will be voted with discretionary authority for a substitute nominee
designated by the Board of Directors.
The nominees for Directors are:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
AND BUSINESS DIRECTOR
NAME AGE EXPERIENCE SINCE
---- --- -------------------- --------
<S> <C> <C> <C>
NOMINEES FOR DIRECTORS TO BE ELECTED BY CLASS B SHARES
Douglas W. Hyde............. 49 Chairman of the Board (since May, 1994), President 1988
(since 1991) and Chief Executive Officer (since
1992); prior thereto Mr. Hyde served as Senior Vice
President -- Marketing (since 1989); Vice
President -- Merchandising (since 1983); and as
Director of Sportswear Merchandising (since 1979);
joined the Company in 1975.
Michael D. Wachtel.......... 46 Executive Vice President (since 1991), Chief 1988
Operating Officer (since 1992) and Assistant
Secretary (since 1990); prior thereto Mr. Wachtel
served as Senior Vice President -- Operations (since
1986); and as Director of Operations (since 1984) and
as Administrative Assistant to the President; joined
the Company in 1978.
William F. Wyman............ 41 Vice President -- Domestic Licensing (since 1993). 1996
Prior thereto he was Director of Licensed Products
(since 1991) and Manager of Retail Development (since
1990); joined the Company in 1981.
Steven R. Duback(1)......... 55 Partner, Quarles & Brady LLP (law firm), Milwaukee 1981
(joined the firm in 1969); Secretary of the Company
(since 1981).
David L. Omachinski......... 48 Vice President -- Finance, Chief Financial Officer 1994
and Treasurer (since 1993). Joined the Company in
1993. Prior thereto (since 1980) Mr. Omachinski was a
shareholder of Schumaker, Romenesko & Associates,
S.C. (since 1992 Mr. Omachinski was the Executive
Vice President and Chief Operating Officer thereof)
which served as the Company's independent public
accountants.
Stig A. Kry................. 71 Retired. From 1957 to 1993 Mr. Kry was a management 1996
consultant with Kurt Salmon Associates, Inc. Mr. Kry
is also a director of Guilford Mills, Inc. and of
Media Metrix, Inc.
</TABLE>
- ---------------
(1) Quarles & Brady LLP, of which Mr. Duback is a partner, has performed legal
services for the Company for many years.
6
<PAGE> 9
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
AND BUSINESS DIRECTOR
NAME AGE EXPERIENCE SINCE
---- --- -------------------- --------
<S> <C> <C> <C>
Shirley A. Dawe............. 53 President of Shirley Dawe Associates, Inc., (a 1997
Toronto based consumer goods marketing and
merchandising consulting group) since 1986. Ms. Dawe
also spends a substantial portion of her time
fulfilling her responsibilities as a director of
various companies, including Moore Corp., Ltd.,
National Bank of Canada and Silcorp. Ltd.
NOMINEES FOR DIRECTORS TO BE ELECTED BY CLASS A SHARES
Jerry M. Hiegel............. 73 Chairman of the Hiegel Group, Inc. (a private 1992
investment firm) since 1987. Prior thereto Mr. Hiegel
was Executive Vice President of General Foods
Corporation (a diversified food manufacturer) (since
1982); Chairman (since 1984), President and CEO
(since 1980), and President (since 1977) of Oscar
Mayer Foods Corporation (food manufacturer
specializing in packaged meats).
Orren J. Bradley............ 75 Retired; prior to 1992, President of Metro Milwaukee, 1988
Inc. (a community based organization to promote
tourism) (since 1990); prior thereto he was Senior
Vice-President of Laub Group, Inc. (independent
insurance agents) (since 1985); prior thereto Mr.
Bradley was Chairman and CEO of Boston Store.
</TABLE>
Each director attended 75% or more of the meetings of the Board and
committees of which he or she is a member held during 1999. The nominating
committee currently consists of Messrs. Duback (chair), Hyde, Wyman and Kry and
Ms. Dawe. The executive committee consists of Messrs. Hyde (chair), Bradley,
Wachtel and Omachinski. The compensation committee consists of Messrs. Hiegel
(chair), Bradley and Ms. Dawe. The audit committee consists of Messrs. Bradley
(chair), Hiegel and Kry. The retirement plan committee consists of Messrs.
Wachtel (chair), Omachinski and Hyde.
EXECUTIVE OFFICERS
Information concerning those continuing executive officers of the Company
who are not directors or nominees for director is set forth in the following
table.
<TABLE>
<CAPTION>
NAME AGE POSITION AND EXPERIENCE
---- --- -----------------------
<S> <C> <C>
Clifford J. Thompson........... 54 Senior Vice President -- Operations (since 1994). Prior
thereto he was Vice President -- Operations at Liberty
Trouser Company (since 1993); Chief Operating Officer,
Corporate Vice President of Gitano Manufacturing Group
(since 1991); Vice President of Domestic Manufacturing at
Espirit de Corp. (since 1989).
Donald M. Carlson.............. 64 Vice President -- Human Resources (since 1990). Prior
thereto Mr. Carlson was Director of Organizational
Effectiveness and Training for General Dynamics Corp. (an
aerospace and defense manufacturer) (since 1980).
Jon C. Dell'Antonia............ 58 Vice President -- Management Information Systems (since
1990). Prior thereto Mr. Dell'Antonia served in a similar
capacity for Coleman Co. (a manufacturer of outdoor
recreational products) (since 1982).
Paul A. Lowry.................. 48 Vice President -- Corporate Retail (since 1994). Prior
thereto he was Vice President Store/Operations for Essex
Outfitters, Inc. (since 1991).
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
NAME AGE POSITION AND EXPERIENCE
---- --- -----------------------
<S> <C> <C>
Barbara Widder-Lowry........... 49 Vice President -- Children's Wear Product Development (since
1994). Prior thereto she was an executive officer of Essex
Outfitters, Inc. (since 1990).
James J. Martin................ 37 Vice President -- Wholesale (since February, 2000). Prior
thereto he was an executive of Carson Pirie Scott & Co.
(since 1992).
Kenneth H. Masters............. 57 Vice President -- Manufacturing (since May, 1994). Prior
thereto he was Assistant Vice President -- Manufacturing
(since 1983); joined the Company in 1962
Juan C. Fernandez.............. 45 Vice President -- International (since February, 1999).
Prior to that date he served as Regional Manager (since
1990).
</TABLE>
Douglas W. Hyde is the brother-in-law of Michael D. Wachtel and the cousin
of William F. Wyman. Paul A. Lowry and Barbara Widder-Lowry are spouses. There
are no other family relationships among the executive officers, directors and
nominees.
8
<PAGE> 11
PROPOSAL TO AMEND THE 1994 INCENTIVE STOCK PLAN
The Company's 1994 Incentive Stock Plan, as previously adopted by the Board
of Directors and approved by the shareholders of the Company, currently permits
the Compensation Committee of the Board of Directors to make awards of stock
options or restricted stock to key employees of the Company or its subsidiaries
from time to time and to impose or waive any limitations, restrictions and
conditions upon any award as the Compensation Committee deems appropriate. With
respect to awards of restricted stock, the Compensation Committee currently has
the power to determine the eligible employees to whom and the time or times at
which grants of restricted stock will be made, the number of shares of
restricted stock to be awarded, the time or times within which the awards may be
subject to forfeiture and any other terms and conditions of the awards. This
includes the right to condition the removal of the restrictions and forfeiture
provisions upon the attainment of any performance goals or upon any other
factors or criteria that the Compensation Committee determines are appropriate.
The proposed amendment to the 1994 Incentive Stock Plan would specify two
particular performance criteria that the Compensation Committee may use when
making awards of restricted stock. Specifying the particular performance
criteria in the 1994 Incentive Stock Plan itself and approval of those criteria
by a vote of the shareholders is intended to permit restricted stock awards that
use those criteria to qualify as "performance-based compensation" within the
meaning of Section 162(m) of the Internal Revenue Code. Section 162(m) of the
Internal Revenue Code prohibits a public company like OshKosh B'Gosh from
deducting compensation to certain executive officers in excess of $1 million,
but qualified performance based compensation is not subject to the limit.
The specific performance criteria to be added by the proposed amendment are
either or both of (a) the amount of consolidated operating income expressed as a
percentage of net sales, and (b) the return on net assets of the Company and any
subsidiaries. The 1994 Incentive Stock Plan would continue to allow the
Compensation Committee to condition the removal of the stock restrictions and
forfeiture provisions upon any other conditions, restrictions and contingencies
that it may determine are appropriate. The provisions of restricted stock awards
need not be the same with respect to each recipient.
On February 15, 2000, the Compensation Committee adopted a resolution
approving the grant of an aggregate of 55,000 shares of restricted Class A
Common stock to four of the Company's executive officers, including Messrs.
Omachinski and Lowry and Ms. Widder-Lowry. However, this action by the
Compensation Committee was expressly subject to approval of the Board of
Directors and the Class B stockholders of the amendment to the 1994 Incentive
Stock Plan described in this section. The Board of Directors approved the
amendment on February 23, 2000. Each of the awards vests as to 50% of the
covered shares four years after the award, upon the employee's earlier
disability or death, or upon a change in control of OshKosh. The remaining 50%
vests in annual increments over four years, provided that the cumulative
financial targets specified for each year have been satisfied and generally that
the employee remains in the employ of the Company or a subsidiary at the close
of the year. Additional grants may be made from time to time.
FEBRUARY 2000 RESTRICTED STOCK GRANTS PURSUANT TO 1994 PLAN
<TABLE>
<CAPTION>
NAME OR POSITION NUMBER OF SHARES
---------------- ----------------
<S> <C>
David L. Omachinski......................................... 15,000
Barbara Widder-Lowry........................................ 15,000
Paul A. Lowry............................................... 15,000
All executive officers as a group (four persons, including 55,000
those named above)........................................
Directors who are not executive officers.................... 0
All other employees (including officers who are not 0
executive officers) as a group............................
</TABLE>
The proposed amendment to the 1994 Incentive Stock Plan requires the
affirmative vote of the holders of a majority of the shares of Class B common
stock represented at the annual meeting in person or by proxy. Broker non-votes
will have no effect, but any abstention will have the same effect as a "no"
vote.
9
<PAGE> 12
MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows compensation paid by the Company for services
rendered to the Company during its fiscal year ended January 1, 2000 (Fiscal
1999), to the five most highly compensated executive officers. The number of
options shown in the table has been retroactively adjusted for the 2 for 1 stock
split in the form of a stock dividend in 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
AWARDS
ANNUAL COMPENSATION --------------------
-------------------------------- RESTRICTED LONG-TERM
OTHER ANNUAL STOCK INCENTIVE ALL OTHER
FISCAL SALARY BONUS COMPENSATION AWARD(S) OPTIONS PLAN PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) (#) ($) ($)(2)
- --------------------------- ------ ------- ------- ------------ ---------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Douglas W. Hyde........... 1999 370,000 204,716 -- 0 31,000 0 51,122
President and Chief 1998 346,600 191,902 -- 0 31,000 0 49,195
Executive Officer 1997 333,270 226,136 -- 0 31,000 0 30,329
Michael D. Wachtel........ 1999 300,014 165,994 -- 0 25,400 0 41,567
Executive Vice President 1998 288,475 159,720 -- 0 25,400 0 41,555
and Chief Operating Officer 1997 277,380 188,213 -- 0 25,400 0 25,595
David L. Omachinski....... 1999 210,000 104,580 -- 0 18,000 0 30,333
Vice President -- Finance, 1998 200,000 109,629 -- 0 18,000 0 27,936
CFO and Treasurer 1997 180,000 103,283 -- 0 19,000 0 18,575
Barbara Widder-Lowry...... 1999 277,246 147,060 -- 0 18,000 0 38,894
Vice President -- 1998 249,275 132,962 -- 0 18,000 0 34,910
Children's
Wear Product Development 1997 237,405 137,319 -- 0 18,000 0 22,329
Paul A. Lowry............. 1999 210,489 118,479 -- 0 15,000 0 25,270
Vice President -- 1998 182,350 50,051 -- 0 14,000 0 26,223
Corporate Retail 1997 173,670 97,213 -- 0 14,000 0 20,648
</TABLE>
- ---------------
(1) For 1999, 1998 and 1997 other annual compensation did not exceed the lesser
of $50,000 or 10% of such executive officer's salary.
(2) The Company's contributions to the named individual's accounts in its Profit
Sharing Plans for 1999, 1998, and 1997 were $10,000, $14,717, and $13,125
for Mr. Hyde, $10,000, $15,050 and $13,200 for Mr. Wachtel, $10,000, $15,050
and $13,200 for Mr. Omachinski, $10,000, $15,050 and $13,200 for Ms.
Widder-Lowry and $10,000, $15,050 and $13,200 for Mr. Lowry. The Company's
unfunded allocations for 1999 to the nonqualified profit sharing plans was
$4,800 for each of the named executives. The Company's unfunded allocations
to the same individuals' accounts for 1999, 1998 and 1997 in the defined
contribution portion of the Excess Benefit Plan were $32,152, $33,018 and
$15,744 for Mr. Hyde, $23,978, $25,335 and $11,225 for Mr. Wachtel, $12,770,
$11,462 and $3,951 for Mr. Omachinski, $20,017, $18,127 and $7,396 for Ms.
Widder-Lowry and $8,043, $9,565 and $5,840 for Mr. Lowry. For 1999 the
Company also paid in respect of taxes on the Excess Benefit Plan to Messrs.
Hyde, Wachtel, Omachinski and Lowry and to Ms. Widder-Lowry $795, $408,
$140, $100 and $209, respectively. Premiums paid by the Company on a term
life insurance policy covering Mr. Hyde for each of 1999, 1998 and 1997 were
$3,375, $1,460 and $1,460, respectively; premiums for the same years for Mr.
Wachtel were $2,381, $1,170 and $1,170, respectively; premiums for the same
years for Mr. Omachinski were $2,623, $1,424 and $1,424, respectively;
premiums for the same years for Ms. Widder-Lowry were $3,868, $1,733 and
$1,733, respectively, and premiums for each of the same years for Mr. Lowry
were $2,327, $1,608 and $1,608, respectively.
10
<PAGE> 13
STOCK OPTIONS
The following table sets forth information concerning stock option grants
during 1999 to the named executive officers. No SARs were granted in 1999. These
grants comprise the stock incentive component of the executives' 1999
compensation.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS/SARS
GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED(1)(#) FISCAL YEAR(2) ($/SH) DATE ($)(3)
---- ------------- -------------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Douglas W. Hyde................... 31,000 9.9% $18.375 2/24/09 $238,700
Michael D. Wachtel................ 25,400 8.1% 18.375 2/24/09 $195,580
David L. Omachinski............... 18,000 5.8% 18.375 2/24/09 $138,600
Barbara Widder-Lowry.............. 18,000 5.8% 18.375 2/24/09 $138,600
Paul A. Lowry..................... 15,000 4.8% 18.375 2/24/09 $115,500
</TABLE>
- ---------------
(1) Consists entirely of nonqualified stock options granted pursuant to the
OshKosh B'Gosh, Inc. 1994 Incentive Stock Plan (the "1994 Plan"). Each of
these options vests in equal annual installments on each of the first four
anniversaries following the grant date provided the optionee is still an
employee of the Company at that time. Each option was granted with an
exercise price equal to the market value of the Company's Class A Common
Stock on the date of the grant. Unless earlier terminated, these options
expire ten years after the date of the grant.
(2) Based on stock option grants made to employees during 1999 for 312,300
shares of Class A Common Stock.
(3) The estimated grant date present value reflected in the above table is
determined using the Black-Scholes model. The Company does not advocate or
necessarily agree that the Black-Scholes model can properly determine the
value of an option. The ultimate realizable values of the options will
depend on the future market price of the Company's Class A Common Stock,
which cannot be forecast with reasonable accuracy. The actual value, if any,
an optionee will realize upon exercise of an option will depend on the
excess of the market value of the Company's Class A Common Stock over the
exercise price on the date the option is exercised. The material assumptions
and adjustments incorporated in the Black-Scholes model in estimating the
value of the option grants reflected in the above table include an exercise
price on the option of $18.375 (the fair market value of the underlying
stock on the date of grant); an option term of ten years; an interest rate
of 5.10% (the interest rate on a U.S. Treasury security on the date of grant
with a maturity date corresponding to that of the option term); volatility
of 57.5% (calculated using the Company's daily stock prices for the one-year
period prior to the grant date); dividends at the rate of $.20 per share
(the annualized dividends paid with respect to a share of Class A Common
Stock) and a corresponding dividend yield of 1.1% which is assumed to remain
constant for the life of the option; and reductions of approximately 19.2%
to reflect the probability of forfeiture due to termination prior to
vesting, and approximately 14.4% to reflect the probability of a shortened
option term due to termination of employment prior to the option expiration
date.
11
<PAGE> 14
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR-END
OPTION/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/ SARS AT FISCAL OPTIONS/ SARS
SHARES VALUE YEAR-END(#) AT FISCAL YEAR-END(1)
ACQUIRED ON REALIZED ---------------------------- ----------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Douglas W. Hyde........... 0 0 89,250 77,950 $1,123,654 $453,226
Michael D. Wachtel........ 0 0 74,050 63,950 933,262 372,425
David L. Omachinski....... 0 0 43,400 46,000 535,535 273,092
Barbara Widder-Lowry...... 45,400 $515,462 4,500 46,500 9,979 279,499
Paul A. Lowry............. 32,600 371,538 18,250 21,750 7,761 211,284
</TABLE>
- ---------------
(1) Based on the closing price of the Company's Class A Common Stock at the end
of the fiscal year of $21.0625 per share.
PENSION PLANS
The Company maintains a qualified Pension Plan and an unfunded Excess
Benefit Plan that provides to participants pension benefits that they would
otherwise be prevented from receiving as a result of certain limitations of the
Internal Revenue Code. The following table shows estimated annual benefits
payable upon normal retirement to persons in specified remuneration and years of
service classifications under the qualified Pension Plan, including amounts
payable under the Excess Benefit Plan.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
AVERAGE ANNUAL ---------------------------------------------------
REMUNERATION 15 20 25 30 35
- -------------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$100,000 $15,000 $ 20,000 $ 25,000 $ 30,000 $ 35,000
150,000 22,500 30,000 37,500 45,000 52,500
200,000 30,000 40,000 50,000 60,000 70,000
250,000 37,500 50,000 62,500 75,000 87,500
300,000 45,000 60,000 75,000 90,000 105,000
350,000 52,500 70,000 87,500 105,000 122,500
400,000 60,000 80,000 100,000 120,000 140,000
500,000 75,000 100,000 125,000 150,000 175,000
600,000 90,000 120,000 150,000 180,000 210,000
</TABLE>
Under the Company's qualified Pension Plan and Excess Benefit Plan a
non-union employee generally is entitled to receive upon retirement at age 65 a
lifetime monthly benefit equal to 1% of his or her highest five consecutive year
average monthly compensation (including salary and bonuses as shown in the
Summary Compensation Table) multiplied by the number of years in which he or she
completed at least 1,000 hours of service, or certain actuarial equivalent
benefits. An employee who has reached age 60 and completed five years of service
may retire and begin to receive the actuarial equivalent of his or her pension
benefits, and pre-retirement death benefits equal to the actuarial equivalent
value of a participant's accrued pension benefits. Benefit amounts are not
subject to any reduction for Social Security benefits. The current years of
credited service of Messrs. Hyde, Wachtel, Omachinski and Lowry and Ms.
Widder-Lowry are 24, 22, 6, 6 and 6, respectively. The currently applicable
final five year average compensation covered by the Pension Plan and Excess
Benefits Plan to Messrs. Hyde, Wachtel, Omachinski, and Lowry and Ms.
Widder-Lowry are $476,776, $395,396, $259,925, $239,161 and $324,541,
respectively.
12
<PAGE> 15
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
GENERAL OVERVIEW OF EXECUTIVE COMPENSATION AND COMPENSATION COMMITTEE PHILOSOPHY
The Compensation Committee recommends executive compensation levels for the
Company's executive officers. Its recommendations were approved by the Board in
1999 without change. Salaries, annual cash incentive bonus award opportunities
and related performance criteria are determined and established near the
beginning of the calendar year with respect to which the salaries and the
incentive cash bonuses are payable. The incentive bonuses are awarded under what
is called the Management Incentive Compensation Plan. In addition, near the
beginning of each year the Committee makes grants of nonqualified stock options
to employees who are in a position to make an impact on the long-term
performance of the Company.
The philosophical basis for the salary amounts, the incentive bonus
opportunities and the stock option awards is twofold: first, to provide
compensation which is competitive in the marketplace; and second, to create a
mix of compensation elements which will provide incentives to focus on both
short-term and long-term goals.
BASE SALARY
Base salaries of the executive officers are based primarily on an analysis
of competitive market data for positions with similar duties and
responsibilities and to a lesser extent on the judgment of the Committee
regarding the individual's duties, responsibilities, skills and the individual's
relative value to the Company. The 1999 salaries for the executive officers were
generally within a range of plus or minus 13% of the indicated market salaries.
ANNUAL CASH INCENTIVE BONUS UNDER THE MANAGEMENT INCENTIVE COMPENSATION PLAN
Annual cash incentive bonuses for executive officers under the Management
Incentive Compensation Plan are based on the Committee's belief that a
significant portion of the annual compensation of each executive officer should
be contingent upon the financial performance of the company, the achievement of
predetermined performance goals relating to the functional area of the company's
operations for which the individual has responsibility, and a year-end
subjective evaluation of the individual's overall performance during the past
year.
Various performance goals were established for each executive officer, and
each officer was given an opportunity to earn a bonus, defined as a percentage
of his base salary, for achievement of these goals at various levels: minimum,
target and maximum. For the CEO and COO, if achievement of performance goals is
at "target" the bonus earned is 47% of base salary, if at "minimum" the bonus is
24% of base salary, and if at or better than "maximum" the bonus is 71% of base
salary. For all other executive officers the target bonus percentages (% of base
salary) ranged from 35% to 40% of salary, the minimum percentage was 20% of
salary, and the maximum percentages ranged from 53% to 60% of salary. If
performance falls below "minimum," no bonus is paid.
For all executive officers except the CEO, COO and CFO, the performance
goals included three basic components for each officer: (1) a "Corporate"
component measured by a combination of company net sales, pre-tax earnings and
"Shareholder Value Added"; (2) a "Responsibility Area" component based on
predefined goals related specifically to the functional area of the Company's
business for which the particular officer is responsible; and (3) an "Individual
Evaluation" component based on a subjective year-end evaluation of the officer's
overall performance by the person to whom the officer reports (or by the
Compensation Committee in the case of the CEO and the COO). The "Shareholder
Value Added" segment of the "Corporate" component is a measure of value added
(i.e., the increase in the return on capital employed). The performance goals
for the CEO, COO and CFO consisted of only two components: a "Corporate"
component and an "Individual Evaluation" component.
13
<PAGE> 16
The selection, weighting and sizing of the various segments and components
of the incentive bonus plan were determined by the Committee based on a
combination of factors including: the Committee's belief that the "Corporate"
component of the total potential bonus ought to be a more heavily weighted
component for those who are in the position to have the greatest impact on the
overall financial performance of the Company; the Committee's belief that for
officers other than the CEO, COO and CFO, the potential bonus ought to reflect,
to a significant degree, achievement or lack thereof in specific functional
areas for which the individual has responsibility; the Committee's belief that
some portion of the bonus (15% in all cases) ought to be based on a subjective
year-end evaluation of the individual's overall performance for the year then
ended; and finally a comparison of aggregate compensation (base salary plus
incentive bonus at "target" level) with the market data described above under
"Base Salary."
LONG-TERM STOCK INCENTIVES
The Committee views stock based compensation as an important incentive
component of the Company's overall compensation package. The Committee believes
that stock based compensation serves the important purposes of (a) aligning
executive compensation with the creation of shareholder value by rewarding
performance based on increases in the value of the Company's stock and by
providing executives with an ownership perspective, (b) focusing executives on
long-term performance, and (c) providing a balance between short-term and
long-term perspective. It also believes that stock based compensation will
assist the Company in attracting qualified employees and building long-term
relationships with existing employees.
In February of 1999, nonqualified stock options to purchase a total of
160,600 shares of the Company's Class A Common Stock were granted to the eleven
persons who were at that time executive officers of the Company. The options
vest in equal annual installments on each of the first four anniversaries
following the grant date provided the optionee is still an employee of the
Company at that time. Each option was granted with an exercise price equal to
the market value of the Company's Class A Common Stock on the date of grant,
thus serving to focus the optionee's attention on managing the Company from the
perspective of an owner with an equity stake in the Company.
The size of each stock option award was based on the Committed's belief
that: (a) generally speaking the award sizes should be in proportion to an
individual's capacity, based on his or her job function and position, to affect
the long-term performance of the Company; (b) the award size should be a
significantly higher percentage of salary for top level executives than for
other employees; and (c) award size as a percent of salary should, generally
speaking, be within a range of comparability to the award sizes of other
comparable companies.
CHIEF EXECUTIVE OFFICER COMPENSATION
Douglas W. Hyde was the President and CEO of the Company during 1999. His
total cash compensation for 1999 was $574,716, consisting of $370,000 of base
salary and $204,716 of incentive bonus. His base salary was based partly upon
market data, partly upon the Committee's subjective evaluation of his individual
skills and responsibilities, and partly upon the fact that he and the COO share
responsibility to a greater degree than in a more typical CEO/COO reporting
relationship. With respect to his incentive bonus (47% of base salary at
"target"), the Committee believed that a high percentage (85%) of his total
bonus potential should be based upon the overall financial performance of the
Company, as measured by its 1999 net sales, pretax earnings and Shareholder
Value Added, because the CEO's primary responsibility is to achieve results in
these areas of overall Company performance. The remaining 15% of his total bonus
potential was based upon a subjective individual evaluation of Mr. Hyde's
performance by the committee following year end.
The nonqualified stock options on the 31,000 shares granted to Mr. Hyde
were determined in the manner described above for executive officers of the
Company.
SECTION 162(M)
Under Section 162(m) of the Internal Revenue Code, a publicly-held
corporation may not deduct compensation in excess of $1 million paid in a
taxable year to the Chief Executive Officer or to any other
14
<PAGE> 17
executive officer whose compensation is required to be reported in the Summary
Compensation Table. Qualified performance-based compensation will not be subject
to the deduction limit if certain conditions are met. It is the Committee's
intent to take the steps necessary to satisfy those conditions in order to
preserve the deductibility of executive compensation to the fullest extent
possible consistent with its other compensation objectives and overall
compensation philosophy.
Compensation Committee
Jerry M. Hiegel
Orren J. Bradley
Shirley A. Dawe
DIRECTORS' COMPENSATION
Each outside director of the Company (currently Messrs. Duback, Bradley,
Hiegel and Kry and Ms. Dawe) is entitled to receive $1,000 for each directors
meeting attended either in person or by telephone conference lasting one hour or
more; $600 for meetings by telephone conference up to one hour in length; $800
for each committee meeting attended in person but not held on the same day as a
regularly scheduled board meeting or in which participation is by telephone
conference call lasting one hour or more; and $600 for any other committee
meetings attended, plus travel expenses to and from the meeting. In addition,
each outside director is entitled to receive a retainer of $1,500 per month.
During 1999 Messrs. Duback, Bradley, Hiegel and Kry and Ms. Dawe received
director's fees of $26,600, $27,800, $27,800, $27,200 and $27,200, respectively.
Directors also receive an annual option grant covering 6,000 shares of Class A
Common Stock with an exercise price equal to the market value on the date of the
grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee includes Mr. Bradley, Mr. Hiegel
(chair), and Ms. Dawe. There are no Compensation Committee interlocks.
15
<PAGE> 18
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN (TSR),*
OSHKOSH B'GOSH, INC., S&P 500 STOCK INDEX, AND
S&P TEXTILE-APPAREL MANUFACTURERS GROUP
TSR PERFORMANCE DATA
Summarized below is cumulative TSR information for OshKosh B'Gosh, the S&P 500
index, and the S&P Textiles (Apparel) 500 index since December 31, 1994. These
results represent price appreciation and dividends reinvested on a quarterly
basis through January 2, 2000.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
OSHKOSH B'GOSH S&P 500 S&P TEXTILES (APPAREL) 500
-------------- ------- --------------------------
<S> <C> <C> <C>
12/94 100.00 100.00 100.00
12/95 127.22 137.45 112.24
12/96 112.79 168.93 154.20
12/97 247.08 225.21 166.28
12/98 304.79 289.43 143.92
12/99 321.40 350.26 107.46
</TABLE>
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
OSHKOSH S&P
DATE B'GOSH S&P 500 TEXTILES
- ----------------------------------------------------------------------
<S> <C> <C> <C>
December 1994 $100.00 $100.00 $100.00
December 1995 $127.22 $137.45 $112.24
December 1996 $112.79 $168.93 $154.20
December 1997 $247.08 $225.21 $166.28
December 1998 $304.79 $289.43 $143.92
December 1999 $321.40 $350.26 $107.46
- ----------------------------------------------------------------------
</TABLE>
- ---------------
* Total shareholder return assumes $100 invested December 31, 1994 and
reinvestment of dividends on a quarterly basis.
16
<PAGE> 19
INDEPENDENT ACCOUNTANTS
The Company engaged Ernst & Young LLP as the independent public accountants
to audit the Company's financial statements for the fiscal year ended January 1,
2000. No change of independent public accountants is contemplated during 2000.
Representatives from Ernst & Young LLP are expected to be present at the
meeting and will have an opportunity to make a statement if they so desire, and
will be available to respond to appropriate shareholder questions.
OTHER MATTERS
The Board of Directors has not been informed and is not aware that any
other matters will be brought before the meeting. However, proxies may be voted
with discretionary authority with respect to any other matters that may properly
be presented to the meeting and any adjournment thereof.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company no later than
November 29, 2000, in order to be considered for inclusion in next year's annual
meeting proxy statement. In addition, a proposal submitted outside of Rule 14a-8
will be considered untimely, and the Company may exercise the discretionary
authority conferred by the proxies solicited for next year's annual meeting to
vote on any matter that may be proposed at that Annual Meeting of Shareholders
if the Company does not have notice of the matter on or before February 12,
2001.
By order of the Board of Directors
Douglas W. Hyde, Chairman
A copy (without exhibits) of the Company's Form 10-K annual report to the
Securities and Exchange Commission for the fiscal year ended January 1, 2000,
will be provided without charge to each record or beneficial owner of the
Company's Class A Common Stock or Class B Common Stock as of March 16, 2000, on
the written request of such person directed to: David L. Omachinski, Vice
President -- Finance, OshKosh B'Gosh, Inc., 112 Otter Avenue, P.O. Box 300,
Oshkosh, Wisconsin 54901.
Oshkosh, Wisconsin
March 28, 2000
17
<PAGE> 20
CLASS A COMMON CLASS A COMMON
STOCK PROXY STOCK PROXY
OSHKOSH B'GOSH, INC.
REVOCABLE PROXY FOR 2000 ANNUAL MEETING OF SHAREHOLDERS
CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Douglas W. Hyde and Michael D. Wachtel and
each of them, proxies, with full power of substitution to vote all shares of
Class A Common Stock the undersigned is entitled to vote at the Annual Meeting
of Shareholders of OshKosh B'Gosh, Inc. (the "Company") to be held at the
OshKosh B'Gosh store, Prime Outlet Center, 3001 South Washburn Street, Oshkosh,
Wisconsin at 9:00 a.m. on Friday, May 5, 2000, or at any adjournment thereof as
follows, hereby revoking any proxy previously given:
Shares represented by this proxy will be voted as directed by the
shareholder. IF NO DIRECTION IS SUPPLIED, THE PROXY WILL BE VOTED "FOR"
ELECTION OF THE NOMINEES.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 21
OSHKOSH B'GOSH, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / X /
[ ]
THE BOARD OF DIRECTORS RECOMMENDS For Withhold For All
A VOTE "FOR" BOTH NOMINEES All All Except
(1) ELECTION OF DIRECTORS / / / / / /
Orren J. Bradley and Jerry M. Hiegel
as directors elected by holders of Class
A Common Stock
(except as marked to the contrary below)
INSTRUCTION To withhold authority to vote for any individual nominee, print that
nominee's name on the line provided below:
-----------------------------
Dated , 2000
---------------
-----------------------------
(Please sign exactly as
name appears at left.)
-----------------------------
(If stock is owned by more
than one person, all owners
should sign. Persons signing
as executors, administrators,
trustees or in similar
capacities should so
indicate.)
/\ FOLD AND DETACH HERE /\
<PAGE> 22
CLASS B COMMON CLASS B COMMON
STOCK PROXY STOCK PROXY
OSHKOSH B'GOSH, INC.
REVOCABLE PROXY FOR 2000 ANNUAL MEETING OF SHAREHOLDERS
CLASS B COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Douglas W. Hyde and Michael D. Wachtel and
each of them, proxies, with full power of substitution to vote all shares of
Class B Common Stock the undersigned is entitled to vote at the Annual Meeting
of Shareholders of OshKosh B'Gosh, Inc. (the "Company") to be held at the
OshKosh B'Gosh store, Prime Outlet Center, 3001 South Washburn Street, Oshkosh,
Wisconsin at 9:00 a.m. on Friday, May 5, 2000, or at any adjournment thereof as
follows, hereby revoking any proxy previously given.
Shares represented by this proxy will be voted as directed by the
shareholder. IF NO DIRECTION IS SUPPLIED, THE PROXY WILL BE VOTED "FOR"
ELECTION OF THE NOMINEES.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 23
OSHKOSH B'GOSH, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /X/
[ ]
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" ALL NOMINEES
<TABLE>
<CAPTION>
<S> <C> <C>
(1) ELECTION OF DIRECTORS
For Withhold For All (3) In their discretion to vote on
All All Except such other matters as may properly
Douglas W. Hyde, Michael D. Wachtel, William F. Wyman, Steven come before the meeting or any
R. Duback, David L. Omachinski, Stig A. Kry and Shirley A. [ ] [ ] [ ] adjournment thereof; all as set
Dawe as directors elected by holders of Class B Common Stock out in the Notice and Proxy
(except as marked to the contrary below) Statement relating to the meeting,
receipt of which are hereby
(2) Approval of Amendment to 1994 Incentive Stock Plan For Against Abstain acknowledged.
[ ] [ ] [ ]
INSTRUCTION To withhold authority to
vote for any individual nominee, print
that nominee's name on the line
provided below:
--------------------------------
Dated ,2000
--------------
------------------------
(Please sign exactly as
name appears at left.)
------------------------
(If stock is owned by more than
one person, all owners should
sign. Persons signing as
executors, administrators,
trustees or in similar
capacities should so indicate.)
</TABLE>
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